Final Closing Certificate definition

Final Closing Certificate shall have the meaning assigned to such term in Section 2.3(b).
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Final Closing Certificate means the certificate to be delivered by Buyer to Disbursement Agent within ninety (90) days after the Closing Date pursuant to Section 2.4(d).
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Final Closing Certificate shall have the meaning set forth in Section 2(c) of the Subscription Agreement;
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Examples of Final Closing Certificate in a sentence

  • In determining whether the Final Closing Certificate is reasonably acceptable, the Parties agree that Buyer may only comment on whether the calculation of the Intercompany Account Adjustment Amount set forth in the Final Closing Certificate was performed in accordance with the terms hereof and the books and records of Westway Group.

  • If the Intercompany Account Adjustment Amount set forth on the Final Closing Certificate is a negative number, then the Purchase Price shall be increased by the absolute value of such amount pursuant to Section 2.2 hereof.

  • On or prior to the Final Closing Date the Company will deliver to the Escrow Agent the Final Closing Shares, Final Closing Warrants, Final Closing Certificate, and Final Closing Legal Opinion (collectively, the "Final Closing Company Documents").

  • If Disbursement Agent shall conclude that the Final Closing Certificate does not accurately reflect the changes to be made to the closing adjustments pursuant to this Section 2.4, Disbursement Agent shall, within thirty (30) days after its receipt of the Final Closing Certificate, provide to Buyer its written statement (together with any supporting documentation as Buyer may reasonably request) of any discrepancy or discrepancies believed to exist.

  • None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement (including the Final Closing Certificate), nor any of the covenants and agreements contained herein to be performed or complied with prior to, or at, Closing, will survive the Closing.

  • If the Intercompany Account Adjustment Amount set forth on the Final Closing Certificate is a positive number, the Purchase Price shall be decreased by the absolute value of such amount pursuant to Section 2.2 hereof.

  • If Buyer and Disbursement Agent cannot resolve the discrepancies to their mutual satisfaction within such thirty (30) day period, Buyer and Disbursement Agent shall, within the following ten (10) days, jointly designate the Neutral Accounting Firm to review the Final Closing Certificate together with Disbursement Agent's discrepancy statement and any other relevant documents.

  • If Seller shall conclude that the Final Closing Certificate does not accurately reflect the changes to be made to the closing adjustments pursuant to this Section 3.4, Seller shall, within thirty (30) days after its receipt of the Final Closing Certificate, provide to Buyer its written statement (together with any supporting documentation as Buyer may reasonably request) of any discrepancy or discrepancies believed to exist.

  • In the event the Parent Representative fails to timely deliver the Final Closing Certificate pursuant to and in accordance with the terms hereof, the Closing Certificate and all amounts reflected therein, including the Estimated Per Share Closing Merger Consideration, shall be deemed final and binding on the Parties.

  • The Seller shall be deemed to have agreed with all items and amounts in the Final Closing Certificate not specifically referenced as a Disputed Item.


More Definitions of Final Closing Certificate

Final Closing Certificate means the certificate to be delivered by Buyer to Seller after the Closing pursuant to Section 3.2(d).
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Final Closing Certificate. Section 3.3(b)
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Related to Final Closing Certificate

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Pricing Certificate means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by an Authorized Officer of the Borrower.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Final Closing means the last closing under the Private Placement;

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • Second Closing Date means the date of the Second Closing.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities pursuant to 35 Ill. Adm. Code 724 and 725 are no longer conducted at the facility unless subject to the provisions of 35 Ill. Adm. Code 722.134.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement;

  • Additional Closing Date has the meaning set forth in Section 3.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).